Perpetual Energy and Rubellite Energy recombine in strategic all-share tansaction

Company

Perpetual Energy Inc.

Law Firm / Organization
Felesky Flynn LLP

Company

Rubellite Energy Inc.

Law Firm / Organization
Burnet, Duckworth & Palmer LLP

On September 17, 2024, Perpetual Energy Inc. and Rubellite Energy Inc. announced a strategic recombination via an all-share transaction to form Rubellite Energy Corp. The transaction aimed to unlock shareholder value by increasing scale, improving capital access, and generating synergies estimated at $40-50 million over four years. Rubellite shareholders will receive one new share for each existing share, while Perpetual shareholders will receive one new share for every five shares held. Perpetual's $26.2 million senior notes will convert into 11.6 million shares. Post-transaction, Rubellite shareholders will own 72.7%, Perpetual shareholders 14.8%, and Perpetual senior noteholders 12.5% of the combined entity. The recombined company will benefit from a $140 million credit facility and will focus on developing its heavy oil and natural gas assets.

Legal advisors involved were Burnet, Duckworth & Palmer LLP and Felesky Flynn LLP for Rubellite and Perpetual. Financial advisors included Peters & Co. for Rubellite's special committee, and ATB Capital Markets for Perpetual's special committee. Deloitte provided a fairness opinion.

The transaction is expected to close in late October 2024, pending shareholder, court, and Toronto Stock Exchange approvals?

Merger & Acquisition
Energy
Undisclosed/Confidential
Active